Amendment To Money Purchase Retirement Plan

EXHIBIT 10.12


Amendment
To
Apache Corporation Money Purchase Retirement Plan


Apache Corporation ("Apache") maintains the Apache Corporation Money Purchase Retirement Plan (the "Plan"). In section 9.4 of the Plan, Apache reserved the right to amend the Plan from time to time. Apache hereby exercises that right as follows.


1. Effective as of January 1, 2000, the phrase "Code sections 125,
402(e)(3), 402(h), 403(b), 408(p), or 457" in sections 1.11(a) and
1.11(b) shall be replaced by the phrase "Code sections 125, 132(f)(4),
402(e)(3), 402(h), 403(b), 408(p), or 457."


2. Effective as of September 1, 2000, section 1.11(c)(i)(E) shall be
replaced in its entirety by the following.


(E) Salary reductions that are excludable from
an Employee's gross income pursuant to Code
section 125 or 132(f)(4), and


3. Effective as of January 1, 2001, section 1.12(b) shall be replaced in
its entirety by the following.


(b) An Employee shall not be a Covered Employee unless he or
she is either based in the U.S. or on the U.S. payroll.


4. Effective as of January 1, 2001, section 1.20 shall be replaced in its
entirety by the following.


1.20 "Highly Compensated Employee" means, for each Plan Year,
an Employee who (a) was in the "top-paid group" during the immediately
preceding Plan Year and had Compensation of $80,000 (as adjusted by the
Secretary of the Treasury) or more during the immediately preceding
Plan Year, or (b) is a Five-Percent Owner during the current Plan Year,
or (c) was a Five-Percent Owner during the immediately preceding Plan
Year. The term "top-paid group" means the top 20% of Employees when
ranked on the basis of Compensation paid during the year. In
determining the number of Employees in the top-paid group, the
Committee may elect to exclude Employees with less than six (or some
smaller number of) months of service at the end of the year, Employees
who normally work less than 17 1/2 (or some fewer number of) hours per
week, Employees who normally work less than six (or some fewer number
of) months during any year, Employees younger than 21 (or some younger
age) on the last day of the year, and Employees who are nonresident
aliens who receive no earned income (within the meaning of Code section
911(d)(2)) from Apache or an Affiliated Entity that constitutes income
from sources within the United States, within the meaning of Code
section 861(a)(3). Furthermore, an Employee who is a nonresident alien
who receives no earned income (within the meaning of Code section
911(d)(2)) from Apache or an Affiliated Entity that constitutes income
from sources within the United States (within the meaning of Code
section 861(a)(3)) during the year shall not be in the top-paid group
for that year.


5. Effective as of January 1, 2001, section 1.29(d) shall be replaced in
its entirety by the following.


(d) Leased Employee Rules. See the definition of "Employee"
for a description of when a leased employee (within the meaning of Code
section 414(n)) is treated as an Employee. In addition, for purposes of
calculating an Employee's Period of Service once an individual has
become an Employee, the individual shall be treated as an Employee for
any prior period during which the individual would have been a leased
employee (within the meaning of Code section 414(n)) but for the fact
that his or her services were not on a substantially full-time basis or
were for less than a year.


6. Effective as of January 1, 2001, the following section 3.1(a)(vi) shall
be added to the Plan.


(vi) Special Allocation for 2000. In addition to the
allocation provided in paragraph (ii), the eligible
Participants who had the smallest "plan year compensation" (as
defined below) in 2000 shall receive an additional allocation
of Company Mandatory Contributions equal to 1.83% of the
eligible Participant's plan year compensation in 2000. For
purposes of this paragraph only, "plan year compensation"
means those amounts


2


reported as "wages, tips, other compensation" on Form W-2 by
the Company or an Affiliated Entity and elective contributions
that are not includable in the Employee's income pursuant to
Code section 125, 132(f)(4), or 402(e)(3).


7. Effective as of July 1, 2001, section 5.1(c) shall be replaced in its
entirety by the following.


(c) Change of Control. The Accounts of all Participants shall
be fully vested as of the effective date of a "change in control." For
purposes of this subsection, a "change of control" shall mean the event
occurring when a person, partnership, or corporation, together with all
persons, partnerships, or corporations acting in concert with each
person, partnership, or corporation, or any or all of them, acquires
more than 20% of Apache's outstanding voting securities; provided that
a change of control shall not occur if such persons, partnerships, or
corporations acquiring more than 20% of Apache's voting securitie ...